CHEMOURS (CC)
Sector: Materials
2026 Annual Meeting Analysis
CHEMOURS · Meeting: April 24, 2026
Directors FOR
6
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Joined in 2023 (over 24 months ago); the 3-year TSR trigger fires as CC underperformed its disclosed peer group median by 20.4 percentage points against a 20pp threshold for negative absolute TSR. However, applying the 5-year mitigant: CC's 5-year TSR of -15.9% is negative, and the 5-year gap versus the peer median of -14.6% is only -1.3pp, which does not exceed the 20pp underperformance threshold — meaning the longer 5-year track record does not show sustained underperformance, so the vote is downgraded from AGAINST to FOR.
Director since 2015; the 3-year TSR trigger fires. However, the 5-year relative TSR gap of -1.3pp versus the peer median does not exceed the 20pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR, indicating the recent underperformance is not representative of a sustained multi-year pattern.
Director since 2024 (approximately 24 months); the 3-year TSR trigger fires at exactly the tenure boundary, and as CEO and director she bears accountability. The 5-year mitigant applies as the 5-year gap of -1.3pp does not exceed 20pp, downgrading the vote to FOR; she also joined during a period of already-established underperformance.
Director since 2019; the 3-year trigger fires. The 5-year mitigant applies — the 5-year peer gap of -1.3pp does not exceed the 20pp threshold, so the vote is downgraded to FOR, reflecting that the 3-year trough appears transient against the longer-term record.
Director since 2018; the 3-year trigger fires. The 5-year mitigant applies as the 5-year peer gap of -1.3pp does not exceed 20pp, downgrading the vote to FOR; the underperformance appears to be a recent development rather than a sustained multi-year pattern.
For Analysis
Joined in 2025, well within the 24-month new-director exemption from the TSR trigger; brings strong finance and capital markets expertise relevant to Chemours.
Joined in 2024, within or at the edge of the 24-month new-director exemption; brings relevant innovation, sustainability, and clean energy expertise valuable to Chemours' growth strategy.
Joined in 2025, well within the 24-month new-director exemption; brings highly relevant data center and technology expertise aligned with Chemours' growth priorities.
Joined in 2025, well within the 24-month new-director exemption; brings investor perspective and capital markets expertise relevant to Chemours' value-creation agenda.
Joined in 2024, within or at the edge of the 24-month new-director exemption; brings extensive industrial operations and technology leadership experience relevant to Chemours.
Joined in 2025, well within the 24-month new-director exemption; brings deep legal, regulatory, and risk management expertise relevant to Chemours' complex litigation and compliance environment.
Chemours' 3-year stock return of -29.5% underperformed the disclosed peer group median by 20.4 percentage points, exactly meeting the 20pp trigger threshold for negative absolute TSR. The TSR trigger technically fires for all directors with more than 24 months of tenure (Cranston, Kane, Keohane, and Cowan; Dignam is borderline). However, the 5-year TSR mitigant applies to all of them: the 5-year peer gap of -1.3pp does not exceed the 20pp threshold, meaning the underperformance appears to be a recent development against an otherwise adequate longer-term record, and all triggered votes are downgraded to FOR. The six directors who joined in 2024 or 2025 are exempt from the trigger under the 24-month new-director rule. The board discloses a skills matrix, all committees are fully independent, and no overboarding, attendance, or familial relationship issues were identified.
Say on Pay
✓ FORCEO
Denise Dignam
Total Comp
$8,595,076
Prior Support
95% (5-year average)%
CEO Denise Dignam received total compensation of approximately $8.6 million in 2025, her first full year as CEO of a $2.9 billion market-cap chemicals company; this level is consistent with benchmark expectations for a CEO in this sector and market-cap band and does not trigger the individual threshold. The pay structure is well-designed with 87% of CEO pay reported as at-risk, including performance stock awards tied to a 3-year period and annual cash incentives tied to financial and operational metrics — well above the 50-60% variable pay minimum required by policy. Historical shareholder support has averaged 95% over five years with no prior-year sub-70% vote that would require a response assessment, and no governance concerns such as a missing clawback policy were identified.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PwC is a Big 4 firm appropriate for a company of Chemours' size and complexity. The proxy does not disclose auditor tenure or fee data in the sections provided, so no tenure or non-audit fee triggers can be confirmed; in the absence of confirmed trigger data the policy defaults to FOR. No material restatements attributable to audit failure were identified in the filing.
Overall Assessment
Chemours' 2026 annual meeting ballot features four management proposals. On director elections, although the company's 3-year stock return of -29.5% technically triggers the peer underperformance test for tenured directors, the 5-year TSR mitigant applies across the board — the longer-term peer gap of -1.3pp does not exceed the 20pp threshold — resulting in FOR votes for all eleven nominees. The Say on Pay vote receives a FOR determination given a well-structured compensation program with strong variable pay emphasis, a 95% average approval history, and CEO pay levels consistent with benchmark expectations for the role.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing